Merz Pharma Group announced that the subsequent offering period of the tender offer by Merz GmbH & Co KGaA and its acquisition subsidiary to purchase all of the outstanding shares of common stock of BioForm Medical, Inc at a price of US$ 5.45 per share.
Based on final information from the depositary for the tender offer, 45,400,232 shares, representing approximately 95.7 per cent of the outstanding shares of common stock of BioForm Medical, were validly tendered and not withdrawn prior to the expiration of the subsequent offering period. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Merz has or will promptly pay for all such shares.
The acquisition of BioForm Medical will position Merz as a leading player in aesthetic medicine, a fast growing, multi-billion dollar global market. With its increased product offering and expanded reach, particularly in the United States, Merz will distinguish itself in the marketplace by its ability to offer dermal fillers based on three distinct technologies: Radiesse dermal filler, Belotero and Novabel. In addition to its broad dermal filler product offering, Merz will have the ability to offer its customers other innovative aesthetics products that are currently under development. Merz will now be able to offer its customers a wide range of high quality aesthetic treatment options, enabling healthcare professionals to achieve excellent patient results and satisfaction.
“This is a significant milestone in our more than 100 year-old history, as it establishes Merz as a leading player in aesthetic medicine,” said Dr Jochen Hückmann, chairman of the Merz Shareholders’ Council. “We are excited to have completed this transaction as we believe it represents a great opportunity for our customers, employees and the future of our company. With an increased product portfolio and development pipeline, we have an even brighter future ahead of us.”
“We are excited to begin realizing the benefits of this exciting transaction,” said Dr Martin Zügel, chairman of the Merz Management Board. “With BioForm Medical, we are expanding our product offering with additional innovative, quality aesthetics treatment options and increasing our direct commercial presence in the US and Europe. This transaction will significantly enhance Merz’s existing portfolio and enable us to capitalize on opportunities to effectively launch new products.”
Zügel continued, “On behalf of Merz, I would like to thank our now combined company’s employees for their continued dedication and support through this process. We look forward to a quick and smooth integration and to maximizing the value of our leading position in this dynamic market.”
As previously announced, Merz expects to cause its acquisition subsidiary Vine Acquisition Corp. to merge with and into BioForm Medical on February 19, 2010, with BioForm Medical surviving the merger and continuing as a wholly-owned subsidiary of Merz. In the merger, each outstanding share of BioForm Medical common stock (other than shares held in BioForm Medical’s treasury or owned by Merz, Vine Acquisition Corp. or any other wholly owned subsidiary of Merz or by stockholders of BioForm Medical who properly exercise appraisal rights under Delaware law) will be automatically converted into the right to receive US$ 5.45 in cash, without interest thereon and less any required withholding tax. Following the merger, BioForm Medical common stock will cease to be traded on the Nasdaq Global Market. Holders of BioForm Medical common stock who did not tender their shares in the tender offer will receive a letter of transmittal that will instruct them on how to receive the merger consideration, as well as a notice and description of appraisal rights for any such holder entitled to exercise such rights under Delaware law.
The Merz Pharma Group’s focus is on drugs for treating neurological and psychiatric conditions and the group holds a leading position in the field of Alzheimer’s research.